1. STATEMENT

These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.


2. DEFINITIONS AND INTERPRETATIONS:

“Agreement”
Agreement refers to the agreement between “Service Provider” and the “Cient” of whom has engaged the “Service Provider” for the Services, which shall consist of the terms and policies and Service Level Agreement as outlined within our policies, as updated from time to time, and any details specified in the order confirmation provided by the “Service Provider”, and any accompanying schedule that may be signed between “Client” and “Service Provider”.

“Business Day”
Business Day refers to a worker day in England, Monday - Friday, Excluding any public holidays.

“Client”
Client refers to an individual, or an individual acting on behalf of a business or organisation, who purchases services from the “Service Provider”.

“Confidential Information”
Confidential Information refers to information that one party discloses to the other party under this agreement that is deemed confidential, or could be reasonably considered confidential information.

“Schedule”
Schedule refers to a signed document between “Client” and “Service Provider” outlining specific agreements between the two parties outside of the standard terms and policies as outlined within our policies.

“Services”
Services refers to any services provided by the “Service Provider” to the “Client”.

“Service Provider”
Service Provider refers to Full Cycle Training Ltd.


3. THE AGREEMENT

a) An agreement is formed when an order is placed with the “Service Provider” by the “client”.
b) An order may be placed by by the “Client” by means of telephone, email or online.
c) Any order placed by the “Client” will be confirmed in writing. The confirmation will be sent by email and order details will be outlined directly in the email and/or on and PDF document.
d) All agreements between “Client” and “Service Provider” will be valid for a minimum of 12 months, unless otherwise specified in the “Order Confirmation” provided by the client.
e) Services will be available to the client within 2 “Working Days” of placing the order.
f) Payment for services will be due by the “Client” to the “Service Provider” no more than 30 days after the “Order Confirmation” has been received by the “Client”, unless detailed otherwise in the “Order Confirmation”. All fees due will be paid in pound sterling (£).


4. THE SERVICES

a) With effect from the “Agreement Date”, the “Service Provider” shall provide the Services to the Client.
b) The “Service Provider” will use reasonable care and support to deliver the required services to the “Client” in line with the “Agreement” and the “Service Provider” shall use all reasonable endeavors to complete its obligations in line with the Agreement.

c) The Service Provider warrants that the Services shall be provided in accordance with Good Industry Practice. Should the “Client” deem the “Service Provider” is failing to provide the services in accordance to Good Industry Practice, the “Client” has a duty to notify the “Service Provider” of their failings and allow 10 “Business Days” to rectify. The “Service Provider” will endeavor, as far as reasonably practicable, to rectify failings and will reimburse shortcomings in the form of extended access to services.
d) The “Service Provider” shall ensure compliance with the Service Provider’s Information Security Statement, Data Protection Policy and Privacy Policy as published on the “Service Provider” website.


5. CONFIDENTIALITY

5.1 Both the Service Provider and the Client shall endeavor to ensure confidentiality as outlined in this term 5.1;

a) not disclose any Confidential Information to any other Party;
b) keep confidential all Confidential Information;
c) not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions;
d) not record, copy or exchange possession of any confidential Information

5.2 either Party may disclose any Confidential Information to:

a) any governmental or other authority or regulatory body.

5.3 Nothing in this Clause 5 shall negate the Parties’ obligations pursuant to the Data Protection Policy and Privacy Policy.


6. TERMINATION

a) The “Client” or “Service Provider” may terminate this Agreement by giving written notice to the other party if:
b) any sum owing to the “Services Provider by the “Client” under any of the provisions of the Agreement is not paid within 30 days of the due date for payment;
c) The other Party commits any other breach of any of the provisions of the agreement and, if the breach is capable of rectifying, but fails to rectified within 10 “Business Days” after being given written notice giving full particulars of the breach and requiring it to be rectified.
d) the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
e) the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation.
f) the other Party ceases, or threatens to cease, to carry on business

6.1 Termination on/before renewal

a) All licences purchased by the “Client” are purchased on a minimum 12 months basis, unless specified otherwise in the “Order Confirmation”
b) Licences can be renewed for a further 12 months at anytime during the agreement.
c) Licences will automatically renew at the end of the agreement, for the same agreement as original made between “Client” and “Service Provider”, unless 30 days written notice is provided by the “Client” in writing to the “Service Provider”


7. LIMITATION OF LIABILITY

7.1 The following provisions set out the entire financial liability of the “Client” and “Service Provider” in respect of:

a) any breach of the Agreement including these Terms and Conditions and any indemnity howsoever arising; and
b) any representation, misrepresentation (whether innocent or negligent) statement or tortious act or omission (including without limitation negligence) arising under or in connection with Terms and Conditions.
c) Except as expressly and specifically provided in these Terms and Conditions, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

7.2 Nothing in these Terms and Conditions excludes the liability of the “Client” or “Service Provider”:

a) for death or personal injury caused by a Parties’ negligence; or
b) for fraud or fraudulent misrepresentation.

7.3 Other than in relation to any liability under Clause 5.3, the Parties shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

a) loss of profits
b) loss of business
c) depletion of goodwill or similar losses
d) loss of anticipated savings
e) loss or corruption of data or information; or

7.4 The “Service Provider” provides a service which offers assistance and support to businesses. The “Service Provider” offers no guarantee of compliance with any law to which the “Services Providers” services relates to. The services provided by the “Service Provider” should be seen as assistive services and the “Client” has ultimate responsibility for complying with any laws.

7.5 Other than in relation to any liability under Clause 5.3, each Party’s total aggregate liability
in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms and Conditions shall in all circumstances be limited to 125% of the amount actually paid by the Client to the Service Provider under this Agreement in the 12 months preceding the date on which the claim arose.


8. INTELLECTUAL PROPERTY RIGHTS

a) all Intellectual Property Rights of the Services belong, and shall belong, to the Service Provider and/or its licensors.
b) Without prejudice to the right of the Client or any third Party to challenge the validity of any Intellectual Property Rights of the Service Provider, the Client shall not do or authorise any third Party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Service Provider and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
c) The “Client” shall not copy the “Service Provider” Services or any part of any of them; or
The “Client” shall not modify, adapt, develop or carry out any act restricted by copyright or other Intellectual Property Rights in the Service Provider’s Services.

d) The “Client” is granted no rights under this Agreement to resell the “Service Provider” services unless a separate agreement has been made to do so.
e) The “Client” shall not use in relation to the Service Provider Services any trademarks without obtaining the prior written consent of the Service Provider and shall not use any trademarks or trade names so resembling any trademark or trade names of the Service Provider as to be likely to cause confusion or deception.
f) The “Client” shall not use or display any accrediting body marks that may be used by a “Client” who has utilised a Service Provider Product without the express permission of Service Provider in writing.


9. FORCE MAJEURE

Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question provided that the Party affected (a) promptly notifies the other in writing of the nature and extent of the cause, (b) could not have avoided the effect of the cause by taking precautions which it ought reasonably to have taken but did not; and (c) uses all reasonable efforts to mitigate the effects of the delay or failure in the performance of the obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.


10. SEVERANCE

The Parties agree that, in the event that one or more of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.


11. NOTICES

a) All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
b) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
c) (except for the service of proceedings) when sent, if transmitted by email and a return receipt is generated; or
d) Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.


12. LAW AND JURISDICTION

a) This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England.
b) Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England.


13. TECHNICAL SUPPORT

a) If the “Client” experiences problems in deploying the Service Provider’s web based application the Service Provider will work with the Client to resolve the problem in accordance with the SLA.
b) In situations where it is deemed that the configuration of the Client’s computer or IT infrastructure is having a detrimental effect on the performance of the Service Provider’s application (for example the Client may use an unsupported device/browser, a thin client, have a proxy or firewall which is blocking access to programme resources) the Service Provider cannot continue to provide inclusive technical support.


14. WEBSITE SERVICES AND AVAILABILITY

a) From time to time down-time, either scheduled or unscheduled, may occur. The Service Provider will work within reason to ensure this amount of down-time is limited. The Service Provider will not be held liable for the consequences of any down-time.
b) The Service Provider cannot guarantee that any file or programme available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. The “Client” assumes all risk of use of all programmes and files associated with the Services, and the “Client” releases the “Service Provider” entirely of all responsibility for any consequences of its use